10 Feb 2022 07:00
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES OR AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES IN ANY JURISDICTION OR A SOLICITATION OF ANY VOTE OR APPROVAL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
10 February 2022
SEC Newgate S.p.A. ("SEC Newgate" or the "Company")
Update re Framework and Contribution Agreement
SEC Newgate (AIM:SECN), the insight-driven global strategic communications group that works at the nexus of business, politics, communities, markets and media, notifies that the parties to the Framework and Contribution Agreement ("FCA"), announced on 19 January 2022, have amended the FCA to rectify a clerical mistake, whereby the total number of SEC Ordinary Shares held by Hawk Investments Limited, and to be contributed into NewCo following the Delisting, was incorrectly stated as 846,698 rather than 1,096,698.
As a consequence, the aggregate number of Ordinary Shares held by the Contributing Shareholders, and being contributed into NewCo, is 19,170,355, being 77.58% of the Existing Ordinary Shares, and the maximum number of Ordinary Shares to which the on-market Buyback applies is 5,540,567 (such figure excluding the 3,378,315 new SEC Ordinary Shares to be issued post-Delisting and purchased by the Company pursuant to the Inveready Agreement).
All other announced terms of the FCA remain unchanged.
Subject to the passing of the Resolutions at the General Meeting later today, SEC expects to announce the launch of the Buyback for minority shareholders, at 111.32p per Ordinary Share, on or around 17 February 2022.
Defined terms in this announcement shall have the same meaning as in the Company's announcement on 19 January 2022, unless otherwise stated.
Media Enquiries
Fiorenzo Tagliabue (Group CEO) | Tel: +39 335 6008858 fiorenzo.tagliabue@secnewgate.com |
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Sergio Penna (Group CFO) | sergio.penna@secnewgate.com |
Arden Partners (Nominated Adviser and Broker) |
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Richard Johnson, Ben Christie | Tel: +44 (0) 20 7614 5900 |
Notes to Editors
· SEC Newgate's focus is on achieving positive outcomes through communications, advocacy, and research, helping clients clearly demonstrate their purpose, value, and impact locally, nationally and internationally.
· Further information is available at the Group's website: www.secnewgate.com
· Further information on SEC Newgate UK is available at: www.secnewgate.co.uk